NRS 88.597
Renewal of revival of right to transact business: Procedure

  • fee
  • certificate as evidence
  • status of partnership.

1.

Except as otherwise provided in NRS 88.5927, any foreign limited partnership which has forfeited its right to transact business in this State under the provisions of this chapter may, upon complying with the provisions of NRS 88.594, procure a renewal or revival of its right to transact business in this State for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original certificate authorizing it to transact business in this State and amendments thereto, or existing certificate authorizing it to transact business in this State, by filing:

(a)

A certificate with the Secretary of State, which must set forth:

(1)

The name of the foreign limited partnership, which must be the name of the foreign limited partnership at the time of the renewal or revival, or its name at the time of the expiration of its original certificate authorizing it to transact business in this State.

(2)

The information required pursuant to NRS 77.310.

(3)

The date on which the renewal or revival of the right to transact business in this State is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4)

Whether or not the renewal or revival is to be perpetual and, if not perpetual, the time for which the renewal or revival is to continue.

(5)

That the foreign limited partnership desiring to renew or revive its right to transact business in this State is, or has been, organized and carrying on the business authorized by its existing or original certificate authorizing it to transact business in this State and amendments thereto, and desires to renew or continue through revival its transaction of business in this State pursuant to and subject to the provisions of this chapter.

(b)

A list of its general partners, or the equivalent thereof, and their addresses, either residence or business.

(c)

A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the general partners of the foreign limited partnership.

2.

A foreign limited partnership whose registration has not expired and is being renewed shall cause the certificate of renewal to be signed by a general partner of the foreign limited partnership. The certificate of renewal must be approved by a majority of the general partners.

3.

A foreign limited partnership seeking to revive its original or amended certificate authorizing it to transact business in this State shall cause the certificate of revival to be signed by a person or persons designated or appointed by the general partners of the foreign limited partnership. The signing and filing of the certificate must be approved by the written consent of the general partners of the foreign limited partnership holding at least a majority of the voting power and must contain a recital that this consent was secured. The foreign limited partnership shall pay to the Secretary of State the fee required to qualify a foreign limited partnership to transact business in this State pursuant to the provisions of this chapter.

4.

The filed certificate of renewal or revival, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the qualification to transact business in this State of the foreign limited partnership named therein.

5.

Except as otherwise provided in NRS 88.5945, a renewal or revival pursuant to this section relates back to the date on which the foreign limited partnership’s right to transact business in this State was forfeited and renews or revives the foreign limited partnership’s right to transact business as if such right had at all times remained in full force.

Source: Section 88.597 — Renewal of revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership., https://www.­leg.­state.­nv.­us/NRS/NRS-088.­html#NRS088Sec597.

88.010
Short title.
88.315
Definitions.
88.317
Applicability.
88.318
Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology.
88.320
Name of partnership: Distinguishable name required
88.325
Name of partnership: Reservation
88.327
Name of partnership: Reinstatement or revival under old or new name
88.330
Registered agent required
88.332
Resignation of registered agent or termination of registration of commercial registered agent.
88.335
Records required to be maintained at principal office in State or with custodian of records
88.336
Form required for filing of records.
88.337
Procedure to submit replacement page to Secretary of State before actual filing of record.
88.338
Filing of records written in language other than English.
88.339
Correction of inaccurate or defective record filed with Secretary of State
88.340
Partnership records: Microfilming
88.342
Business which may be carried on
88.345
Right of partner to transact other business with partnership.
88.350
Filing requirements
88.352
Penalty for purporting to do business as limited partnership without filing certificate of limited partnership
88.355
Amendment and restatement of certificate of limited partnership.
88.360
Cancellation of certificate of limited partnership.
88.365
Authority of district court to order signing of certificate.
88.370
Notice imparted by filing certificate of limited partnership.
88.375
Manner in which certificates must be signed.
88.380
Filing and effectiveness of certificates or judicial decrees.
88.385
Liability for false statements in certificates.
88.390
Delivery of certificates to limited partners.
88.395
Annual list: Filing requirements
88.397
Additional filing requirements for certain partnerships: Criteria
88.400
Certificate of authorization to transact business
88.405
Defaulting partnerships: Duties of Secretary of State
88.410
Defaulting partnerships: Conditions and procedure for reinstatement.
88.413
Renewal or revival of certificate: Procedure
88.415
Fees.
88.420
When person becomes limited partner
88.425
Voting rights.
88.430
Liability to other persons
88.435
Liability of person erroneously believing self to be limited partner.
88.440
Right of limited partner to records and information of partnership.
88.445
Admission of additional general partners.
88.450
Events of withdrawal.
88.455
Rights, powers and liabilities.
88.460
Contributions to partnership by general partner.
88.465
Voting rights.
88.470
Form of partner’s contribution.
88.475
Liability of partner for contributions to partnership.
88.480
Sharing of profits and losses among partners.
88.485
Distribution of assets among partners.
88.490
Right of partner to receive distributions before withdrawal from or dissolution of partnership.
88.495
Withdrawal of general partner.
88.500
Withdrawal of limited partner.
88.505
Distribution upon withdrawal.
88.510
Distribution in kind.
88.515
Rights upon distribution.
88.520
Limitations on distribution.
88.522
Limitations on distributions applicable to restricted limited partnerships.
88.525
Liability upon return of contribution.
88.528
Nature of interest in partnership.
88.530
Assignments.
88.535
Rights and remedies of creditor of partner.
88.540
Right of assignee to become limited partner
88.545
Rights of estate of deceased or incapacitated partner.
88.548
Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties
88.550
Events causing dissolution.
88.555
Dissolution by decree of district court.
88.560
Winding up.
88.565
Distribution of assets.
88.570
Law governing organization, internal affairs and liability of limited partners.
88.575
Filing requirements
88.580
Issuance of certificate of registration by Secretary of State.
88.585
Registration of name.
88.590
Amendments to application for registration.
88.591
Annual list: Filing requirements
88.592
Certificate of authorization to transact business.
88.593
Defaulting partnerships: Identification
88.594
Defaulting partnerships: Conditions and procedure for reinstatement.
88.595
Cancellation of registration.
88.597
Renewal of revival of right to transact business: Procedure
88.600
Penalty for transacting business without registration
88.602
Activities not constituting transaction of business.
88.603
Determination of whether solicitation is made or accepted.
88.605
Action by Attorney General to restrain transaction of business.
88.606
Filing requirements
88.607
Termination of registration.
88.608
Liability of partner for debt or liability of partnership.
88.609
Name of foreign partnership.
88.610
Authority of limited partner to bring action.
88.615
Qualifications of plaintiff.
88.620
Pleading.
88.625
Expenses.
88.630
Legislative intent.
88.640
Provisions for existing partnerships.
88.645
Act repealed.
88.650
Operation of domestic partnership in another jurisdiction.
88.3355
Statement to be maintained at principal place of business or with custodian of records
88.3357
Manner of storage of records
88.5915
Additional filing requirements for certain partnerships: Criteria
88.5925
Addresses of general partners required
88.5927
List or statement to be maintained at principal office in State or with custodian of records
88.5935
Defaulting partnerships: Duties of Secretary of State.
88.5945
Defaulting partnerships: Reinstatement or revival under old or new name
88.5947
Cancellation of revoked registration without additional fees and penalties
88.6062
Penalty for purporting to do business as registered limited-liability limited partnership without registration
88.6065
Name of partnership: Distinguishable name required
88.6067
List or statement to be maintained at principal office in State or with custodian of records
88.6075
Status of partnership and liability of partners not affected by errors in certain filed information.
88.6085
Liability of persons acting on behalf of partnership without authority.
88.6087
Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration
Last Updated

Jun. 24, 2021

§ 88.597’s source at nv​.us